STANDARD CONDITIONS OF TRADING FOR

THE SALE OF GOODS AND SERVICES

1. DEFINITIONS AND APPLICABILITY

1.1 In these Conditions (a) “CSE” means I ? I: (b) “Customer” means the person or organisation buying or offering to buy Goods and/or Services: (c) “Goods” means an aircraft or in relation thereto, any piece, part, component, accessory, module, furnishing or other equipment of any kind which is installed in or attached to: (d) “Customer’s Goods” means Goods supplied to CSE by the Customer (including all accompanying log books/documents) for the purpose of receiving or being quoted for Services: (e) “Services” means work performed on Goods delivered to the Customer (comprising, without limitation, maintenance, overhaul, repair, servicing, testing and inspection work), or the manufacture of Goods by CSE, or expressions of opinion/giving of advice: and (f) “Work Order” means by written notice from CSE to the Customer, whether sent by post, fax or electronically, accepting an order for Goods and/or Services.
1.2 These conditions are deemed to be incorporated in every agreement for the sale of Goods and/or Services by CSE to the Customer. These Conditions apply in place of and prevail over any terms or conditions contained or referred to in the Customer’s order or in correspondence or elsewhere or implied by trade usage, custom, practice or course of dealing and any purported provision to the contrary is hereby excluded or extinguished.
1.3 No amendment or addition to these Conditions shall be binding on CSE unless specifically agreed in writing by a director of CSE.
1.4 The Customer’s attention is particularly drawn to conditions 7, 8 and 9 which exclude or limit CSE’s liability.

2. ACCEPTANCE AND PERFORMANCE OF ORDERS

2.1 CSE’s price lists, estimates and quotations constitute invitations to treat and not offers made by CSE unless expressed to be fixed estimates or quotations remaining open for the period specified therein or 3 months whichever is shorter. CSE reserves the right to withdraw or revise the same without notice at any time prior to issuing a Work Order.
2.2 The Customer, by placing its order (which shall include reference to certification release requirements) makes an offer to purchase Goods and/or Services from CSE subject to these Conditions.
2.3 No valid agreement for the sale of Goods and/or Services will come into existence until CSE has accepted the Customer’s offer by issuing a Work Order. No obligation relating to such an agreement is binding on CSE unless set out in these Conditions or a Work Order.
2.4 Any Customer’s Goods required by CSE to fulfil an order for Services shall be delivered to an agreed CSE facility together with all relevant information, data and records (made up to date) relating to such goods. All delivery costs will be borne by the Customer.
2.5 If during the provision of Services it becomes apparent that additional work not covered by a Work Order is necessary, CSE will submit a quotation for such work. Acceptance in writing by the Customer of such quotation will constitute compliance with condition 2.3. If the Customer does not wish the additional work to be undertaken, CSE may invoice in respect of the Services completed and reassembly and packing of Customer Goods for delivery to the Customer.

3 PRICE AND PAYMENT

3.1 All prices referred to in a Work Order are not subject, where applicable to the addition (at the applicable rate) of VAT and any tax or duty payable to the Customer including, without limitation, taxes or import/export duties.
3.2 Any deposit required by CSE will be treated as security for completion of the transaction to which it relates and may be retained by CSE if the Customer fails to pay the price due in full or fails to take delivery otherwise than as a result of CSE’s default.
3.3 CSE may invoice for Goods supplied and/or Services completed on delivery to the Customer of the goods or Customer’s Goods concerned or in the case of part delivery on each delivery as if it were a separate order or contract.
3.4 CSE may invoice the Customer for stripping/inspection work carried out on the Customer’s Goods to prepare an estimate for Services plus the cost of preserving the Customer’s Goods while the Customer considers a quotation, in each instance regardless of whether the Customer subsequently places an order for Services.
3.5 Payment of CSE’s invoices shall be made in the currency stated therein without any deduction or set-off whatsoever within 30 days of the date of invoice or as otherwise may be agreed.
3.6 If any payment becomes overdue CSE may, without prejudice to its other rights charge interest at 1.5% above the base rate of Barclays Bank plc to run from the due date for payment until CSE receives the full amount, whether before or after judgment.
3.7 If the Customer disputes an invoice in good faith it shall provide CSE with written details of the disputed element within 30 days of the date of the invoice and pay the undisputed part in accordance with condition 3.6. Failure to comply shall result in deemed acceptance by the Customer of an invoice.

4. DELIVERY

4.1 Any quoted delivery or completion date is only CSE’s best estimate and not a contractual commitment. CSE fulfils its obligation to deliver when it makes the Goods and /or Customer’s Goods available to the Customer or its carrier for collection at a specified CSE facility and gives notice thereof to the Customer. Risk in the Goods/Customer’s Goods shall pass to the Customer on delivery.
4.2 At the Customer’s request, CSE will arrange transportation of the Goods/Customer’s Goods to any place other than the place specified above and/or apply for any permits or approvals specified by the Customer but the Customer will always be responsible for their issue of renewal. All such transportation will be at the Customer’s cost and risk save that where CSE performs the transportation it will, at its option credit the cost of the relevant Goods and/or Services or repair or replace the subject Goods in the event of loss or damage during transportation resulting solely from CSE’s negligence.
4.3 CSE may make a reasonable charge for storage and preservation of any Goods/Customers Goods which the Customer fails to collect within 28 days of notice given pursuant to condition 4.1 or which CSE retains pursuant to conditions 6 or 11.
4.4 Goods and/or Customer’s Goods included in each delivery are deemed to be sold under a separate contract. Any non-delivery, shortage in delivery or any claim by the Customer in respect of any delivery shall not entitle the Customer to reject any balance of Goods or services ordered.

5. PASSING OF TITLE

5.1 Title of Goods supplied (whether on their own or as part of the performance of Services and whether separate and identifiable or incorporated in or mixed with other goods) by CSE to the Customer shall remain with CSE until payment in full has been received by CSE for those Goods, for any other Goods supplied by CSE and of any other monies due from the Customer to CSE on any account. Until title to the Goods passes to the Customer the Customer shall keep the Goods separately and readily identifiable as the property of CSE and the Customer will notify CSE (at CSE’s request) of their whereabouts at anytime.

5.2 Any resale by the Customer of Goods in which title has not passed shall (as between CSE and the Customer only) be made by the Customer as agent for CSE.
5.3 The Customer shall immediately notify CSE of the whereabouts of the Goods if CSE notifies the Customer that the Customer is in breach of any of the terms of an agreement incorporating these Conditions or if CSE considers for any reasonable cause that the Goods are in jeopardy or on the happening of any of the events set out in Condition 11.
5.4 Forthwith upon receipt of notice from CSE pursuant to condition 5.3 the Customer’s authority to posses the Goods shall automatically end (without any requirement for notice or any other act) and all Goods which are the property of CSE shall be immediately delivered to CSE.
5.5 CSE, its employees and agents shall be entitled to enter upon or into any land, buildings, vehicles or aircraft where the Goods or part of them are situated or are reasonably thought to be situated and may take repossession of them at any time. If the Goods have been fitted to or fixed to an engine or aircraft, CSE shall have the right to take possession of them and CSE’s title in the Goods shall not be affected by any stipulation or rule of law that the Goods have become part of an aircraft or equipment fitted thereto.

6. CUSTOMER’S GOODS

6.1 Delivery to CSE of the Customer’s Goods for the purpose of ordering an estimate for Services authorises CSE to strip and inspect such Goods for the purpose of preparing an estimate. Risk in the Goods/Customers Goods after delivery to CSE will remain with CSE until delivery to the Customer pursuant to condition 4.1.
6.2 CSE will comply at the Customer’s expense with any instructions of the Customer accepted in a Work Order regarding the disposal of unserviceable Customer’s Goods. In the absence of such instructions and unless otherwise agreed CSE will not be liable in any manner whatsoever to return to the Customer or account for any of the Customer’s Goods CSE deems unserviceable.
6.3 CSE is entitled to a general and particular lien on any of the Customer’s Goods (including accompanying technical records) in CSE’s possession for all amounts due from the Customer to CSE under any contract, even though such Customer’s Goods may from time to time have been removed from CSE’s possession. Until proved otherwise CSE is entitled to assume that such Customer’s Goods are the absolute property of the Customer or if not owned by the Customer that is has authority to put them in CSE’s possession subject to these Conditions. CSE may recover from the Customer all costs and expenses of exercising such lien including (without limitation) storage charges.
6.4 If any amount due from the Customer to CSE under any contract is outstanding CSE on giving not less than 28 days notice to the Customer may sell to itself or a third party on such terms and at such price as it considers reasonable any of the Customer’s Goods in its possession save that the price will be the amount specified in a third party valuation (a copy of which will be sent to the Customer) where CSE is the purchaser. On completion of the sale, CSE shall apply the proceeds of sale in total or partial satisfaction of all amounts due plus all costs and expenses incurred in connection with the sale including (without limitation) storage, legal and other professional costs and charges. Any shortfall between amounts due to CSE and the proceeds of a sale shall be paid on demand by the Customer to CSE and any excess between the two will be returned to the Customer.

7. WARRANTIES

7.1 All Goods and Services are sold without any warranty whatsoever, save as specified in condition 7.
7.2 CSE warrants that it will perform all Services with reasonable care and skill in accordance with all applicable laws, airworthiness regulations, overhaul manuals, manufacturer’s technical instructions, mandatory service bulletins plus any non-mandatory service bulletins and/or written instructions of the Customer accepted in a Work Order, provided always that CSE may make minor changes to Goods or Customer’s Goods which do not affect price or safety.
7.3 If the Customer establishes to CSE’s reasonable satisfaction within 3 months of or during the first 100 hours of operation (whichever shall occur earlier) following delivery that fair wear and tear excepted. CSE has failed to comply with the warranty in condition 7.2 in relation to Services. CSE shall credit the Customer with the price paid by the Customer for the Services in question or at its option repair or replace the subject Goods/Customer’s Goods free of charge. Where betterment results from CSE’s remedial action. CSE will be permitted to invoice the Customer in respect of the value of such betterment at CSE’s standard charges.
7.4 Warranty claims made pursuant to condition 7.3 will be subject to receipt by CSE (at the Customer’s costs) of a full report of claimed defects accompanied by applicable log books (made up to date with all flying times) and details of any work carried out on and storage of the Goods/Customer’s Goods after delivery together with delivery to CSE of the Goods/Customer’s Goods to be remedied with 7 days of discovery of a claimed defect.
7.5 CSE has no liability whatsoever under conditions 7.2 or 7.3 if the Goods/Customer’s Goods concerned have been subject to misuse of neglect or not been maintained and operated in accordance to such Goods or if the Goods/Customer’s Goods have been repaired or altered without CSE’s prior approval.
7.6 If a warranty claim is accepted by CSE and rectification work carried out, the applicable CSE warranty period specified in condition 7.3 may at CSE’s sole discretion be extended by the period of time taken to carry out such work. If a warranty claim is rejected CSE may invoice the Customer for work carried out to investigate the claim, save to the extent provided otherwise in condition 7.5.
7.7 CSE will assign to the Customer the benefit of any assignable warranties which have been given to CSE by any manufacturer of Goods. Upon reasonable request and at the Customer’s sole expense. CSE shall give notice to any such other party of any such assignment and shall give the Customer reasonable assistance at the Customer’s sold expense. In enforcing any rights of the Customer thus arising. CSE will use its reasonable endeavours (at the Customer’s expense) to enforce and utilise any third party warranties that are not assignable but which remain valid and existing after the Goods are delivered to the Customer.
7.8 The warranties in condition 7 are given in lieu of and replace, exclude and extinguish all and every condition, warranty or representation whatsoever whether express or implied by statute, common law, trade usage, custom and otherwise in respect of the quality or fitness for purpose, description of Goods, standard of Service/workmanship or otherwise. Additionally, the General Product Safety Regulations 1994 shall not apply to any Goods supplied for repair or reconditioning before use.

8 LIMITATION OF DAMAGES

8.1 Nothing in these Conditions exclude or restricts any legal liability of CSE for death or personal injury resulting from the negligence of CSE or restricts any of CSE’s legal obligations arising under Section 12 of the Sale of Goods Act 1979 or the Consumer Protection Act 1987. Additionally, where the Customer is dealing as a consumer his or her mandatory statutory rights are not affected by condition 8.
8.2 Save as provided in conditions 6.1 and 7 CSE shall have no liability to the Customer for any damages or losses (direct, indirect or consequential including without limitation loss of profits, loss of revenue and increased costs) resulting from defects in design, materials or workmanship or from any act or default of CSE (whether negligent or otherwise) other than recklessness.
8.3 Subject to conditions 6.1, 7, 8.1 and 8.2 CSE’s aggregate liability to the Customer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the Goods and/or Services which give rise to such liability in respect of any occurrence or series of occurrences.
8.4 With the exception of the third parties specified in condition 9 a person who is not a party to an agreement incorporating these Conditions shall have no rights under the Contracts (Right of Third Parties) Act 1999 to enforce any term of such agreement. This condition 8.4 does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

9. INDEMNITY

The Customer will indemnify CSE, its employees, agents, subcontractors and associated companies against all damages, losses, costs, claims or expenses (including reasonable legal fees) in respect of any liability of such parties towards a third party arising out of or in connection with any Goods or Services supplied by CSE or Customer’s Goods sold by CSE pursuant to conditions 6.3 and 6.4 unless arising solely by reason of the negligence of CSE.

10. FORCE MAJEURE

10.1 Neither party shall have any liability to the other for any failure or delay in fulfilling its obligations to the extent that fulfilment thereof is impeded by any event beyond its reasonable control including (without limitation) a flood, storm or other natural event; or any war, hostilities, revolution, riot or civil disorder; or any destruction, breakdown (permanent or temporary) or malfunction of, or damage to, or theft of, any premises, plant, equipment or materials (including any computer hardware or software or any records) or the introduction of, or any amendment to a law or regulation or any change in its interpretation by any authority or any action taken by governmental or public authority or any agency of the European Union including any failure to grant a consent, exemption or clearance; or any strike, lock-out or industrial action: or any unavailability of, or difficulty in obtaining plant, equipment, spare parts or materials: the unavailability to CSE (on reasonable terms or at all) of insurance of a type reasonably required by it or any breach of contract or default by or insolvency of a third party (including an agent or subcontractor).
10.2 If a party cannot fulfil its obligations by reason of any event covered by condition 10.1 for a period of 90 days each party’s obligations to the other will terminate on written notice of either party and CSE shall be paid in proportion to the amount of completed Services and/or Goods delivered and once paid shall deliver any Customer’s Goods in its possession to the Customer.
10.3 This condition 10 shall not apply to the Customer’s payment obligation.

11. FINANCIAL CONDITION OF CUSTOMER

11.1 If the Customer is insolvent or is otherwise deemed to be unable to pay its debt when due or in CSE’s reasonable opinion CSE considers that the Customer’s financial condition is such that it is unable to meet its payment obligations to CSE, CSE may elect to proceed with the completion of such Services or delivery of Goods or to treat any contract for such Services or Goods as terminated.
11.2 If a contract for Services or Goods is terminated pursuant to condition 11.1 the Customer shall pay CSE in proportion to the quantity of Services (and other ordered work) completed at the time of termination together with the cost of all reassembly and packing work necessary to put the Customer’s Goods (and other property) in a condition suitable for redelivery to the Customer. In each instance, CSE may retain the Customer’s Goods pending payment of all CSE invoices in full.

12. GENERAL

12.1 All notices hereunder shall be in writing and in English and deemed to have been given on the date of delivery or refusal if delivered by hand on the date of despatch if faxed correctly and legibly and 7 days after posting if sent by first class post (airmail if posted to another country) in each instance to the last known address of the party concerned.
12.2 Neither party may assign any of its rights or duties, except to a subsidiary or affiliate, without the prior consent of the other.
12.3 Any part of these Conditions found by any court or other competent authority to be unenforceable shall be considered capable of being cut out so as not in any way to affect the remainder.
12.4 These conditions and any agreement between the Customer and CSE to which these Conditions apply shall be governed by and construed in accordance with English Law. The English courts shall have exclusive jurisdiction to determine any dispute which arises in relation in connection with these Conditions save that CSE shall retain the right to bring proceedings against the Customer in any other court which has jurisdiction.